The Unbelievable SpiderMan
by Captain Cosmic
Summary: A new take on seventeen year old Peter Parker's journey, from awkward teenage romances, to super powered criminal encounters.
1. Consequences

"You do know why you're here, don't you Mr. Parker?" The male, mid forites, African American Principal Kelson said sternly.

"Uh no, not exactly," Peter replied nervously. Although it wasn't hard for the lanky, brunette, seventeen year old to think of a few reasons.

"Could it be your constant dozing off in class? Or maybe it's the sudden decline in your used to be perfect gpa," Mr. Kelson stated.

Peter hesitated before speaking, "Uh sorry, I've just been going through a lot of...changes," Peter said as honestly as he could.

"Look Peter, I understand that loosing a loved one is no easy matter, but it's something that we all have to come to accept and overcome at some point in our lives," Mr. Kelson said, his tone much softer than before.

"Yea, I understand," Peter said as thoughts of his Uncle swished around inside of his already chaotic mind.

"I'm sorry to say that with your current scores you no longer qualify for the Milson scholarship," Mr. Kelson said.

Peter's face dropped, he had been working hard all of his high school career year to get that scholarship, that is until the recent incident.

"Now when you leave this office, I want you to go out there and give it your best effort," Mr. Kelson said.

"Yes sir," Peter said as he finally stood up from his chair.

"Good, now the next time I see you in my office, I want it to be to congradulate you," Mr. Kelson said.

"It will be," Peter said reassuringly as he headed out of the school office, only a few weeks of being Spider-Man and his personal life had already taken a dive. With the school bell signaling the end of school, Peter began to head back towards his locker.

He made his way through the now crowded hallways and sighed as he began to spin the combination of his lock.

Suddenly a similarly lanky figure approached Peter from behind.

"How'd it go with Kelson," Seventeen year old, brunette Harry Osborn said, as he opened his own locker beside Peter's, the two had been best friends since their freshmen year.

"I got knocked out of the scholarship,"Peter said dissapointingly as he packed several text books into his black backpack.

"Seriously? That things all you've been talking about since freshmen year," Harry exclaimed.

"Yea, and unless I bring my grades up quick it'll stay that way," Peter said as he swung the backpack back onto his back and closed his locker.

"Well if you need any help with anything, let me know," Harry said earnestly. He was a good friend, the type that came around once in a lifetime.

"Thanks Harry," Peter said as the two began their walk out of Midtown High.

"Hey, how about you come over later and we study for tomorrows history test?" Harry asked.

"We have a test tomorrow?" Peter asked quickly.

Harry simply shook his head as he rested a hand on Peter's shoulder. "I've got a lot of work to do," Harry said as the two boarded their bus.

Once Peter finally reached his bus stop, he began the short walk towards his house. Although he would have much perfered swinging home, Spider-Man making appearences in his neighborhood probably wouldn't be so good for the whole secret identity thing.

"I can't let Aunt May find out about school, it's the last thing she needs right now," Peter thought as guilt began to sink in.

"I'll just bring my grades back up, Harry will help me and I can cut some time off of running around in tights," Peter thought with a yawn.

"Maybe more than a little..."

Suddenly his attention shifted to a moving truck parked outside of the house opposite his.

"Must be the new-" Peter's words trailed off when a seventeen year old, glasses wearing blonde, appeared out from behind the truck carrying a large box.

"Neighbors..." Peter finished as teenage hormones began to flood through his superpowered body.

A few feet away Gwendolyn Stacy met her blonde, stern father George Stacy at the front door.

"Gwen I thought I told you not to carry the big ones," George said as he glanced down at the large box Gwen was holding.

"I told you I can handle it, I'm not a weak little girl anymore," Gwen said as she entered the house.

"You know I really think you're gonna like it here," George said as Gwen dropped the large box onto the kitchen table.

"Well I already like it better than home," Gwen said.

George smirked "So do I."

Inside Peter's home, sixty five year old May Parker sat on the living room sofa as she watched her daily dose of news on tv. On it where shots of a busy courtroom as a news women narrated.

"New York's richest man, billionaire forty seven year old, Lonnie Lincoln, was found innocent today in court due to what many reports say was a lack of evidence against him.

The image switched to the pale, gray haired, bulky Lonnie leaving the courthouse and entering his limo.

"Lonnie was charged with being the true identity of Tombstone, a man rumored to be the leader of several major crime organizations in the city. The man who accused Lonnie is not known."

The ring of the doorbell snapped May out of her thoughts as she walked up to open it.

"Hey Peter how was school?" May asked as he entered.

Peter hesitated before answering. "It was okay," He said as casually as he could.

"It looks like the new neighbors showed up," He said to change the subject.

"The Stacy's, such nice people," May said.

"You met them?" Peter asked.

"I met George when I was out gardening and he asked if I had any helpful tips for starters," May said with her usual warming smile.

"Oh, Peter said casually as he began to head up the stairs towards his room.

"You know he has a pretty daughter your age, said she's going to start at Midtown tomorrow," May said from the bottom of the staircase. Peter nearly stopped in his tracks as he recalled the attractive girl.

"You know she's blonde," May teased.

"I'm more into red heads," Peter said as he quickly dissapeared up the stairs to hide his creeping blush.

An hour later Peter was pulling his bicycle out out of his garage to head for Harry's house.

"If I want any chance at that scholarship I need to study like my life depends on it," Peter thought as he reached the end of the driveway. Suddenly an unfamiliar female voice snapped him out of his thoughts.

"Sweet bike,"

Peter looked up to find the girl he had previously gawked over staring at him from across the street.

"Thanks," He said nervously.

"I'm Gwen,"

"I'm Peter,"

"So you going for a ride?" Gwen said with a smile.

"Uh yea, I'm going to a friends house," Peter said, still suprised the girl had spoken more than a word to him.

"You got to Midtown right?" Gwen asked.

"Yea I'm a senior there," Peter said.

"Cool me too, well I mean I'm starting there tomorrow, maybe we'll have classes together" Gwen said.

"Maybe," Peter said. Then followed the thing that Peter hated most about conversations, awkward silences.

"Well I don't wanna keep you from leaving so I guess I'll see you later," Gwen finally said.

"Oh right, see ya," Peter said as he plopped up onto his bike and began to ride off. He couldn't help but feel the urge to ride into oncoming trafffic.

"Idiot, I can dive off of skyscrapers and pummel criminals on a daily basis, but why does every conversation with a girl make me turn into a drooling idiot?" Peter shouted inwardly as he left Gwen's sight.

A few minutes later Peter was in the city, and only a few blocks away from Harry's house. While riding Peter suddenly felt a familiar tingle go off in his head, his spider sense. He quickly looked around for any immeadiate danger to finally find a sunglasses wearing, mid twenties, black haired man getting into a parked car in front of Peter.

"That guy can't be up to anything good," Peter thought as he decided to follow the suspicious man. After a couple of blocks Peter began to wonder if his assumption was off. To his suprise the man finally parked ouitside of a large building. He watched as the man held onto the handle of a pistol that layed in the back of his pants.

"Okay, definetly not up to anything good," Peter thought as he parked and locked his bike beside the sidewalk, and ran into a nearby alleyway.

Meanwhile inside, the shady man finally pulled out his gun and aimed it at the blonde haired receptionist women.

"What floor is Leoni on?" The man asked aggresively.

"The tenth," The young and terrified women answered.

The man then quickly ran off towards the elevators. The women took a deep breath as she looked back to make sure the man was out of site, before picking up her desk phone.

"Excuse me miss," A male voice interrupted. The receptionist glanced up to find a red and blue tight wearing superhero in front of her desk.

"Spider-Man?" She exlclaimed.

"The one and only, by the way have you seen a guy wearing-"

"He's heading up to the tenth floor!" The women said.

"Got it, thanks," Spider-Man said as he rushed towards the door.

"I'll get their faster if I climb," He thought.

Inside the man opened the door to the office of fifty six year old, black haired, Richard Leoni, one of the most feared crime bosses in New York City, who sat at his desk without showing even an ounce of fear. Beside him were two male bodyguards in their late twenties and thirties. One of them had a shaved head, while the other had spiky black hair.

"It's rude to come up here without making an appointment," Richard said.

"I didn't come here to talk," The man said as he took out his pistol and pointed it towards the unfazed millionaire. The two bodyguards then replied by pulling their own pistols out towards the man.

"I respect a man that gets straight to the point," Richard said.

"So whos lackey are you?"

"Someone you've made very angry," The man said.

Richard laughed, "Listen kid, why don't you just go home before someone gets hurt,"

The man said nothing as a drop of sweat trickled down his cheek, he was new at this kind of life and it showed.

Suddenly window glass shattered and Spider-Man landed in the middle of the room.

"Sorry, was I interrupting something?" Spider-Man said as the mystery man dropped his gun and attempted to run out of the room, only to be flung back by a line of webbing.

"Nice try though," Spider-Man said.

"Spider-Man? Shoot him! " Richard shouted to his men.

"I get that reaction a lot," Spider-Man said as he webbed up the bodyguard's guns to the wall before they could fire.

"Goddamnit, I'll just kill him myself," Richard shouted as he pulled a pistol from out of his desk droor and fired at Spider-Man.

Spider-Man's sense went off as he dodged the bullet, which instead shatterd a potted plant on a glass table near the window behind him.

"Aw but we were just getting to know each other," Spider-Man said as he web yanked Richard's gun from out of his hand.

The bodyguards finally stopped trying to pull their weapons from off of the wall, and instead ran towards Spider-Man. The shaved guard swung at him, Spider-Man grabbed his fist before impact.

"Well that wasn't very polite," Spider-Man said as he punched the man in the face, sending him falling backwards onto the floor.

The second grabbed Spider-Man from behind, who elbowed him in the stomach and back kicked him, sending him backwards through the glass table behind him.

Shortly after his victory Spider-Man noticed a string of web on the ground where the mystery man used to be.

"Crap,"

Outside the man quickly entered the elevator and paniced as he rapidly pressed the first floor button.

"Come on, come on..."

The elevator doors slowly began to close before being held back by Spider-Man's hands. A look of fear descended upon the man's face.

"I would've went for the stairs," Spider-Man said.

Several miutes later Peter was back outside and standing in front of an empty spot where his bike was parked.

"You've gotta be kidding me," Peter said as he picked up his broken bicycle lock from off of the sidewalk.

"Stop criminals, get bike stollen, seems like legit karma," Peter said sarcastically.

Shortly after Harry opened the front door to a frustrated Peter.

"What took you so long?" Harry asked.

"Let's just study," Peter said as he entered.

A confused Harry closed the door and followed.

Meanwhile, inside a Police station somewhere in the city, burly, gray haired police officer David Akin, walked into the office of police captain George Stacy.

"We got the guy who tried to attack Richard Leoni, found him webbed up inside an elevator," David said.

"Got an id on him?" George said as he sat up from his desk.

"Yea, his names Maxwell Dillon," David said.


	2. Relief

**A/N: Thanks for all the feedback, and to answer Sherlock's question, this version of Spider-Man uses mechanical web shooters.**

"All the evedence is against you Dillon, you're gonna do some serious time if you don't give me a name," George said to Maxwell, who sat on the opposite side of the table in the otherwise empty interrogation room.

"I told you captain Stacy nobody sent me, I planned it on my own," Maxwell pleaded.

"What a coincidence that the day after Richard makes the claim that Lonnie Lincoln is Tombstone, somebody tries to take him out," George said. He noticed Maxwell become even more uncofortable in his seat. He knew the face of a liar, and the sweating, stuttering Maxwell was a prime example.

"I guess so," Maxwell said, appearing as if the truth were about to bust its way out of him.

"Well then Maxwell, it looks like you'll be spending a lot of time in prison," George said as he got up from his seat at the table, and turned to leave the room.

"Wait!" Maxwell shouted causing george to turn back.

"It was Lonnie, he sent me to kill Richard! Lonnie is Tombstone!" Maxwell exclaimed.

"Now were getting somewhere," George said as he sat back down and began writting on his notepad.

"I didn't want things to be this way," Maxwell said.

"He offered me money...I was hardly making it in my shitty little apartment, how could I turn it down?"

"He said I would be powerful, I've never had power in my entire life."

"Was this your first job for Lonnie?"

"Yea, he said if I took out the rat I would earn his trust,"

"He's gonna kill me for this."

"We'll make sure that doesn't happen," George promised.

"I know he's gonna kill me," Lonnie repeated.

Later that day, Peter was walking home from his study session with everthing but history on his mind.

"If there was an award for crappiest day, I think I'd be a contender," Peter thought as he approached his home and walked up the porch steps.

"At least I can finally just get some piece and quiet," He thought as he rang the doorbell, to his suprise it wasn't Aunt May who answered it.

"Hey Peter," Gwen said with a smile, her deep blue eyes staring into his own hazel orbs.

"Hey, I didn't expect to see you here," Peter said as he entered.

"Your Aunt invited me and my dad to dinner," Gwen said.

"Come on, this is a chance to redeem yourself," Peter yelled inwardly.

"So I..." Peter was interrupted by George who approached the two.

"Nice to meet you Peter, you're Aunt says your a bit of a genius," George said with friendly grin and an outstetched hand.

"I have my moments," Peter said as he returned the handshake and the smile.

"Gwen here was at the top of the class back in her old school," George said proudly.

"Wow," Peter said.

"I'm counting on you to look after my daughter in Midtown," George said with a smirk.

"Dad," Gwen said in an annoyed tone.

"What? I'm just saying-"

"Dinners ready," May said from the kitchen.

"So Peter, have you decided on a college yet?" George asked the timid teen from across the dinner table.

"I'm aiming for Empire State," Peter said.

"Impressive, what do you want to major in?" George asked.

"I'm not exactly sure yet, but probably something in science," Peter said as he stabbed a piece of cooked chicken with his fork.

"What a coincidence, Gwen is obsessed with science," George said.

"I wouldn't use the word obsessed," Gwen said as if embarassed.

"Peter loved science ever since he was a boy, he would mix things up like baking soda and vinegar, just to see what kind of concoction they would make," May said as she reminisced.

George laughed and Gwen smiled, Peter couldn't help but notice how genuine her smile was. As soon as she caught his glare he stared back down into his pile of mashed potatoes.

After dinner both Peter and May followed their guests to the door.

"Thanks again for that wonderful dinner May," George said.

"It was no trouble, you and you're daughter are welcome to stop by anytime," May said with her usual pleasent smile.

"Thank you," Both George and Gwen said as they finally left.

"That girl is very polite," May said.

"And pretty,"

"Aunt May," Peter said.

"What? I'm just saying," May continued to tease.

"I think I'm gonna head up to sleep," Peter said as he headed for the stairs.

"You know tomorrow's Friday, you should ask her to-"

"Can't hear you, too sleepy," Peter lied, adding a fake yawn as he dissapeared up the steps.

The next morning Peter met Harry at the lockers as usual.

"Hey Pete, you ready for the big test?" Harry asked.

"I hope so, that was the first and last time I cram for anything," Peter said as he opened his locker.

"So are you..." Peter stopped when he noticed Harry staring off in another direction.

"Harry?" Peter asked.

"Harry, earth calling Harry," Peter said as he waved a hand in front of his dazed friends face.

"Wo," Harry muttered,"

"What is-" Peter stopped when he realised who Harry was staring at. It was Gwen's first day at school and several guys were already swarming her.

"Gwen," Peter said, he had almost forgotten she was starting her new life at Midtown today.

"You know that angelic beauty?" Harry exclaimed as he place his hands on Peter's shoulders.

"Yea, she's my new neighbor," Peter said to his over excited friend.

"No freakin way," Harry said with widened eyes.

"Yes feakin way," Peter said.

"Hey Peter," Gwen said with a casual smile as she walked up to the two. Harry turned to stone from intense shock while Peter simply smiled back.

"Hey Gwen," He could suddenly feel the envious eyes of other male students around him.

"This is my friend Harry by the way," Peter said as he motioned towards the paralyzed young man.

"Oh hi," Gwen greeted.

"Hey," Harry said nervously.

"I'm glad I ran into you, I'm think I'm a little bit lost," Gwen said as she took her class schedule out from her pocket and handed it over to Peter.

"Ap english four, that's with us," Peter said as he glanced down at Gwen's first period class.

"Oh cool, then is it okay if I tag along with you guys?" Gwen asked.

"Sure," Peter said while Harry quickly nodded in return.

From a few feet away stood a frustrated, seventeen year old, blond haired, blue eyed, high school footbal star.

"What the hell are those geeks doing with the new hottie?" Flash Thompson scoffed as he watched Gwen walk off with Peter and Harry.

"Maybe the chick likes em smart and wimpy," Black haired, seventeen year old Jason Ionello said from beside his friend and fellow teamate.

"No way a girl as hot as that would go for those toothpicks," Flash exclaimed.

"A girl as hot as what?" Liz Allan, a blonde, spoiled, popular seventeen year old asked from behind her unsuspecting boyfriend.

"Uh I was just telling Jason how hot my girlfriend looked last night," Flash said as casually as he could.

Liz returned his stumbling lie with a sharp glare. "Nice try," She said as she began to walk away.

"Babe, wait!" Flash said as he gave chase, while Jason laughed.

Later at lunch, Peter sat across from Harry and beside Gwen at their usual table.

"Is this bread even edible?" Gwen asked as she bite into the unusally hard loaf.

"First tip about Midtown, the food sucks," Harry said with a mouthful of sandwich.

"I can vouch for that," Peter said.

"Did you guys here the news about Spider-Man yesterday?" Gwen asked, immediately grabbing Peter's full attention.

"No what?" Harry asked.

"Apparently he broke into some rich dudes office and attacked him, and this guy with a gun," Gwen said.

"Wow really?" Peter asked, doing his best to sound ignorant.

"Yea, he webbed up the bad guy inside some elevator, but the police put an arrest warrent on him for fighting the rich guy's bodyguards," Gwen said, luckily neither of them noticed Peter's sudden look of panic.

"An arrest warrent?" He asked, soudning suprised.

"Yea, my dad's a police captain and he told me all about it," Gwen said.

"I still don't believe that guy has actual spider powers, it's just illogical," Harry said with another mouthfull.

"Are you sure about the warrent?" Peter repeated. Most people didn't trust Spider-Man, but he had never actually been wanted.

"Yea, rich dude accused him," Gwen said.

"My dad said he used to think the guy stood for something," Gwen said.

"Great," Peter thought sarcastically.

"You okay Pete? You look a little pale," Harry asked.

"Uh, I'm fine," Peter said reassuringly.

After school Peter walked home from his bus stop with Gwen beside him, not only was he feeling confident about the history test he took earlier, but he also got to walk home with a girl as beautiful as her.

"So how do you like Midtown so far?" Peter asked.

"It's not so bad, except for that one blonde a-hole who kept trying to flirt with me,"

"Let me guess, Flash Thompson?" Peter asked knowingly.

"Yea you know him?" Gwen asked.

"Unfortunetly," Peter said.

"But besides that, I think my first day was pretty cool, at least I got to hang out with you and you're friend," Gwen said.

"Yea, that was pretty cool," Peter said with a small smile.

"Well here we are," Gwen said as the two reached their houses.

Peter remained quiet for a moment as Aunt May's advice resurfaced in his mind. "Maybe I should just ask her..." The thought continued to swirl around in his head before he finally spoke up.

"I guess I'll see you later then," Was all Peter managed to let out.

"Yea, see you later," Gwen said as she began to walk towards her house.

Peter sighed as he headed for his own home. "I can't just ask her," He thought. "What would a girl like that want with a science geek anyway?"

Before he could ring the doorbell, Peter thought back to something his Uncle Ben had told him several years ago...

An eight year old Peter turned to the shoulder touch from his grey haired, fifty five year old Uncle.

"You should take a picture it'll last longer," Ben Parker said with a grin.

"I wasn't staring," Peter defended with a shake of his head. The two stood outside of Peter's school, where the young boy was glaring over at a young red head a few feet away.

Ben then kneeled down beside his nervous nephew. "You know if you think she's pretty just talk to her, girls like a guy who takes charge," He whispered.

"I don't like her Uncle Ben," Peter said with a faint blush.

Uncle Ben laughed, "Same thing I used to say about your Aunt."

Back in the present time, Peter snapped out of his sudden flashback. "This ones for you Uncle Ben," He said proudly. He then rushed back over to Gwen's house and nervously rung the doorbell. As time passed Peter felt his heart about to burst out of his chest. He felt like he was about to faint when a suprised Gwen finally opened the door.

"Peter wha-"

"Willyougotothelibrarywithme?" The clumped together words shot out of Peter's mouth as if he had no control over them.

"Wow," Gwen said with a smile, "I can't believe I actually understood that,"

"Sorry, I just-"

"I'd love to," She interrupted.

"You'd love to?" Peter asked, suprised.

"Yes I'd love to go to the library with you," Gwen said with a blush.

"Oh, okay... there's one a few blocks down from here," Peter said.

"Okay, lead the way," Gwen said as she stepped outside and closed the front door behind her.

Peter was ecstatic, not even swinging through the city gave him this kind of feeling.

"Thanks Uncle Ben," He thought.

Meanwhile inside a police station several miles away, George Stacy was feeling the opposite emotion.

"What do you mean he got away Akin?" George exclaimed to the confused officer in front of him.

"I mean that somebody in here must have let him free," David said as he motioned to an open jail cell door.

"David, I want to know what officer was seen in this are now!" George commanded.

"I'll get right on it sir," David said as he walked back towards the main office.

"How could Dillon have possibly just walked out of here so easily," George said as he stood in front of the scene of the crime.


	3. An enemy born

**A/N:** **Thanks again for the feedback, and to answer 3's first question, Gwen will be looked down upon by the popular girls but the boys, especially Flash, are simply jealous of Peter and Harry. As for the second question, you'll just have to wait and find out.**

"Where the hell are you taking me?" Max exclaimed to Jimmy, the burly, forty seven year old, black haired man to his left.

"You made a big mistake kid."

"Who are you?" Max asked.

"You're a rat Maxwell, and rats don't last very long in this city," Kelson, the brunette thirty five year old in the passenger seat said.

Max had a good idea of what was happening and he hoped more than anything that he was wrong. He thought back to when a man in a police officer uniform, had visited his jail cell just a few minutes ago.

"Come on Dillon you're being moved," Kelson said as he used a key from a large key of rings to open Max's jail cell.

"Why am I-"

"I'll explain when we get there," Kelson said as he motioned for Max to follow him out.

Max exited the cell and nervously followed Jimmy to an empty back exit, behind the station.

"Where are we go-"

"I told you, I'll explain when we get there," Kelson said as he opened the back exit door with another key from the ring.

A confused Max followed Kelson through an empty hallway, and to a suspicious black car waiting outside.

"Alright now get in," Kelson said as he opened the cars back door.

Max instead hesitated "I want to know where you're taking me firs-" He stopped when he felt the supposed officer shove a pistol up against his back.

"No more questions, just get in the damn car before I start to loose my patience," Kelson commanded.

A now frightened Max got into the backseat of the car, where he met Jimmy beside him. "What the hell is going on?" Max shouted as the door beside him closed.

"Try to escape and I'll blow you're brains out," The man warned as Max felt himself seeping deeper into hysteria.

Back in the present time, Peter and Gwen were browsing a library book shelve on science.

"This library's way bigger than the one back in Greenwich," Gwen said as she grabbed a nearby nature book from the shelf.

"So what made you and your dad decide to move here?" Peter asked., he noticed Gwen's expression change to a more serious look at the question.

"My dad wasn't really getting along with my so called mom anymore, and to be honest neither was I," Gwen said as she flipped through the books pages.

"Oh," Peter said.

"He found a good deal on a place in Queens and the rest is recent history," Gwen said as she placed the book back in it's spot on the shelf.

"By the way your Aunt mentioned your Uncle earlier, sorry about what happened," Gwen said sincerely.

"It's weird...sometimes I wake up thinking he's still alive, or it's all just a bad dream," Peter said.

He didn't expect the hug that followed. "I'm here if you need anyone to you know, talk too," Gwen said as she remained in Peter's surprised arms.

"Thanks," Peter said as the two finally separated.

"Sorry, I know I just met you," Gwen said, sounding embarrassed.

"It's fine," Peter blushed.

"She smells like vanilla," He thought.

Meanwhile, Max and his mystery kidnapers had finally reached their destination.

"Come on," Kelson said as he opened Max's car door.

Max obeyed and exited the car. Once he was outside, he felt the all too familiar feeling of a gun up against his back. "Just follow exactly what I say and you might get to live a few minutes longer," Kelson said from behind.

The driver, the strong, serious, fifty six year old Vincent, led the pack into a large nearby building. It was a place Max instantly recognized.

"He sent you guys to get me didn't he?" Max asked the men around him.

"You're in some deep shit," Kelson said.

Not long after Max was face to face in the office of the man he had betrayed. He felt sweat drip down his face and his heart drop at the sight.

"Welcome back Max," Lonnie, a.k.a. Tombstone said to his former employee as he leaned back in his office chair. He wore a black suit with a white shirt, along with a blood red tie.

"Why did you bring me here?" Max asked in a shaky tone.

"Do you not know that I have eyes and ears all over this city kid," Tombstone said as he finally got up from his desk.

Max remained quiet as Tombstone walked over to stare out of a large nearby window.

"You know what I hate most in this city Max? More than my competitors or even that annoying spider freak?" Tombstone asked as he continued staring off.

Max didn't answer, he knew what was coming.

"I asked you a question boy and I think I deserve an answer," Tombstone said as he turned to face the guilty Max.

"No...I don't know," Max said.

"I hate rats," Tombstone said.

"I had police come to my home and ask me questions Max, do you know how that made me feel?" Tombstone asked.

Max remained quiet.

Tombstone sighed, "I trusted in you Max, thought you were gonna be somebody."

"I'm sorry," Max pleaded.

"So am I," Tombstone said as he walked over to a large open fish tank. The tank was instead filled instead with many electric eels.

"Electric eels...interesting creatures," Tombstone said.

"Never thought I'd have any valuable use for them."

"Just give me another chance, I'll do anything!" Max shouted.

"Take the rat for a swim," Tombstone said to the group behind Max.

"No! Please no!" Max shouted as Jimmy grabbed onto his right arm while Kelson grabbed his left.

"Let go of me, I can still help you!" Max yelled as he struggled to break free while the men lifted him up off of the floor.

Tombstone watched as the men brought the panicking Max up to the tank.

"Please, please don't!" Max pleaded as the men dropped him into the tank.

Water splashed up as electricity sparked, lighting up the room as Max yelled out for his life. The tank glass shattered and out spilled the eels along with a now lifeless Max's body.

"Clean up this mess," Tombstone said as he headed out of the office.

"Some show huh boys," Kelson said.

"Let's just get this over with," Jimmy said.

Back at the library, Gwen held an open book out in front of Peter, as they sat across from each other at a table.

"Check it out," She said excitedly.

"Spiders?" Peter asked as he glanced at the open page, which depicted a picture of an all too familiar small, black Steatoda spider, causing Peter to recall his not so distant past.

"All right, now I expect all of you to behave like the young adults you are throughout the entire tour," The strict Mrs. Winsler, a mid forties, glasses wearing, black haired, science teacher said sternly to the class standing in front of her.

"That means you Flash," She said to the blonde who was laughing at something Jason said.

"Of course Mrs. Winsler," Flash said with a mischievous smirk,

And with that the group entered the large building.

"This place looks awesome already," A glasses wearing Peter said to Harry, as the class past through the many high tech machines and scientific displays around them.

"I know, I can't wait to see the Miranian microscope I read about," Harry said excitedly.

Suddenly Peter felt himself loose his balance as he tripped over an obstacle below, and fell flat onto the floor.

"Pete you okay?" Harry asked while several others around the two laughed.

Peter looked up to find the culprit standing above him.

"You should be more careful where you walk Parker," Flash said with a smile as Peter got back up.

"What's you're problem Flash?" Harry asked the chuckling jock.

"What did I tell you people about behavior?" Mrs. Winsler said angrily to the group that had begun to scatter.

"Sorry, we were just having a little fun," Flash said.

"If I catch you making a scene again Thompson, I will kick you off of this tour," Mrs. Winsler said as she turned back to lead.

The group then met with their black haired, early thirties, Asian tour guide.

"Good evening my name is Rick and I'll be you're guide for today, now if you'll follow me I'll take you to our exciting fist exhibit, the first ever genetically altered spiders," Rick said as he led the group froward.

"Ew, I hate spiders," Liz pouted.

"Don't worry babe, I'll protect you," Flash said as he put an arm around Liz's shoulder.

Peter stopped walking when he noticed Harry stopping to stare at something.

"There it is," Harry said as he began to walk over to the large Miranian microscope a few feet away.

"Harry, wait," Peter said as he reluctantly followed his friend off of the tour path.

"Well get into trouble," Peter said.

"I just want to get a closer look at it," Harry said as he approached the microscope in awe.

"Check it out," Harry said enthusiastically as he walked around the device.

"We should go back before someone figures out we left," Peter said worriedly as he glanced around the area.

"Gross," Harry said as he noticed some webbing around the machine.

"What is it?" Peter asked.

"There's some spider webs on it," Harry said.

"We should really get back to the group," Peter said as he turned around to try and spot their class.

"You're right, just give me a second," Harry said as he took a peek through the microscope's lenses.

Peter sighed as he walked over to Harry.

"Wow, can you imagine the kind of organisms you could study with this thing?" Harry asked.

"Can you imagine the trouble were gonna be in if we get caught?" Peter retorted.

"Okay, okay, just take a look and we'll head back," Harry said as he took his eyes off the lenses.

"Just a quick one," Peter said as he put his hands on the machine and stared through the lenses. He was impressed by just how deep a view they allowed, so much so that he didn't notice a small black spider crawl out from behind the machine.

"This is amazing," Peter said as the spider continued to crawl along the machine, heading towards his still right hand.

"Told you," Harry said proudly as the spider made its way onto a distracted Peter.

"Now we should go before something bad happen-" Peter was interrupted by the sting of the spider's fangs biting into his skin.

"Agh!" Peter yelled as he grabbed the hand where he had just been bitten, knocking the spider off.

"I got it!" Harry said as he squished the spider under his shoe.

"You okay?"

"It bite me," Peter said as he held the spot that was still throbbing in pain.

"We need to head back and tell someone, it could be poisonous or something," Harry exclaimed.

"I think...I think I need to lie down," Peter said as he leaned against the microscope.

"Peter?" Was the last word he heard from a blurry looking Harry before fainting.

"Aren't they fascinating? Gwen asked as she flipped through the books pages.

"I guess so," Peter said as he brought himself back to the present.

"Most people are creeped out by them," Gwen said.

"I can imagine why," Peter said.

Gwen giggled, "You know I'm having a lot of fun," She said with an honest smile.

"Really, me too?" Peter said as he smiled back.

"Yea really," Gwen said as she closed the book.

"Not too many guys are interested in books or science, especially not as much as me," Gwen said.

"I don't see why not," Peter said.

"Me either," Gwen said.

"This place was like my playground when I was kid," Peter said as he glanced around at the bookshelves filled with stories and knowledge.

"Really?" Gwen asked.

"I wanted to be just as smart as my parents were," Peter said.

"If you don't mind me asking, what happened to them?" Gwen asked.

"They were killed in a plane crash to Russia when I was young, so I don't really remember a whole lot about them, beside what my Uncle and Aunt told me," Peter said.

"I'm so sorry," Gwen said, sounding guilty for bringing it up.

"It's okay, from what I heard they were great scientists," Peter said.

"Thats great," Gwen said.

"Yea, it's a lot to live up to," Peter said.

"I'm sure you will," Gwen said as she placed a hand on his, Peter blushed at the sudden touch.

Meanwhile, in a black car somewhere in the now dark city,,,

"I don't see why we have to drive all the way across town to drop him off," Kelson whined.

"It's the safest place," Vincent said.

"Yea stop whining Kelson, and change that damn radio station," Jimmy said from the backseat.

"Whats wrong with a little country music?" Kelson asked, offended.

"Well for one thing Kelson it's country music!" Jimmy exclaimed.

"Oh and you're opera music is so much better Jimmy," Kelson said.

"It's called classical music and it's better than this hoedown crap!" Jimmy said.

"Will you two just shut it, you're grown men, start acting like it," Vincent said.

"Geesh Vincent, who shoved a stick up your ass?" Kelson asked.

"I just wanna dump this dead guy off in a river and get paid," Vincent said.

Meanwhile in the back of the car, the trunk began to shake with sudden sparks of electricity flying out from inside.

"What the hell is that?" Jimmy said as he turned around to get a look at the strange lights.

"What is it?" Kelson said as he turned to see for himself.

"It's the trunk, pull over!" Jimmy yelled to Vincent, who quickly swerved the car beside a nearby sidewalk.

"Check it out," Vincent said as he exited the car, Kelson and Jimmy followed.

People nearby stopped and stared as the group approached the unusual sparking trunk.

"What the hell..." Kelson said.

Suddenly the trunk flew off and the sparks grew, as a familiar figure with sparks of electricity surrounding him, crawled from out of it. The three men were filled with shock and fear, while others continued to watch in disbelief.

"Holy shit," Jimmy said as Max fell out of the trunk and onto the ground. He groaned as he slowly stood up.

"What have you done to me?" Max said, his previously hazel eyes now a bright white.

The three backed up as the people watching from a distance shouted and pointed at the strange being.

"Jesus," Jimmy said.

"He won't help you!" Max yelled as he fired bolts of electricity out of his hands, impacting both Kelson and Jimmy, sending them flying back and crashing through the windshield of a parked car behind them. Watchers now began to scream and run for their lives.

A terrified Vincent reached inside his coat for his gun when Max grabbed him by his throat.

"You are going to suffer for this," Max said as electricity surged through his right arm and into Vincent's body.

Vincent shouted out in pain before dying in Max's hold.

Max let go of his grip on Vincent allowing him to drop to the ground.

"Lonnie!" Max shouted in rage as the electricity around him grew stronger, lifting him up off of the ground.

Peter and Gwen stopped outside the library, when they spotted a bright flash of light above buildings in the distance.

"Wo, was that lighting?" Gwen asked.

"Didn't look like it," Peter said curiously.


End file.
